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SANDUSKY, OHIO, December 13, 2010 – The Board of Directors of Cedar Fair Entertainment Company
(NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, today sent a letter
to all unitholders stating its reasons for opposing the proposals submitted by Q Funding III, L.P. and Q4
Funding, L.P. (“Q Investments”), one of the Company’s largest unitholders, to be considered at a Special
Meeting of Unitholders on January 11, 2011.
The Board believes the proposed amendments to the Company’s Partnership Agreement would not be in the
best interests of unitholders because they would severely limit the options available to the Board in pursuit of
its strategy to maximize long-term value. In addition, they would greatly disrupt the Company’s deliberate and
ongoing succession planning process that is well under way and is expected to be completed by the end of the
second quarter of 2011.
Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233
Cedar Fair Board of Directors Urges Unitholders
to Vote Against Proposals at Special Meeting
December 13, 2010
Page 2
A Special Meeting of Limited Partner Unitholders to be held January 11, 2011 has been called at the
demand of Q Funding III, L.P. and Q4 Funding, L.P. (“Q Investments”), entities of a Texas-based hedge
fund. At the Special Meeting, unitholders will be asked to vote on two proposed amendments to the
Partnership Agreement submitted by Q Investments.
The Board of Directors, which includes two directors designated by Q Investments, unanimously
opposes each of these proposed amendments, and strongly urges all unitholders to vote AGAINST
the proposals on the WHITE proxy card. If you have voted for the proposals on a Green proxy
card sent to you by Q Investments, you can revoke that proxy by voting AGAINST the proposals
on a later dated WHITE proxy card, or by voting by telephone or Internet.
Your Board believes the adoption of the amendments proposed by Q Investments would not be in the
best interests of unitholders because they would severely limit the options available to your Board in
pursuit of its strategy to maximize long-term value. In addition, they would greatly disrupt the
Company’s deliberate and ongoing succession planning process that is well under way and is expected
to be completed prior to the end of the second quarter of 2011.
We believe that Q Investments’ demand for a Special Meeting is an unnecessary use of unitholder
money and presents a distraction to your Board and management at a critical time in the Company’s
history. This is not the time to disrupt the progress at Cedar Fair.
The Company is well-positioned for sustained profitable growth, having successfully navigated through
a period of unprecedented economic distress that caused others in the industry to suffer significant
business deterioration and even forced one major competitor to seek bankruptcy protection.
The strength of Cedar Fair’s business strategy is clearly evident in the considerable progress the
Company made in 2010 to improve its operating performance, financial strength and value to
unitholders.
A 4.6% increase in net revenues, a 1 million (or 6%) increase in visitors to our parks, and a 9.8%
improvement in Adjusted EBITDA, all accomplished in 40 fewer operating days compared with
the same period in 2009. These improvements are attributable to our aggressive marketing
efforts, the success of our key investments and our ongoing controls over operating costs.
Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233
Cedar Fair Board of Directors Urges Unitholders
to Vote Against Proposals at Special Meeting
December 13, 2010
Page 3
Refinancing of the Company’s long-term debt to provide a capital structure with a stronger
balance sheet and one that can provide the flexibility Cedar Fair needs to take advantage of
further value-creating growth opportunities.
Reinstatement of the quarterly cash distribution to unitholders, payable on December 15, 2010,
to holders of record on December 3, 2010. This is the 24th consecutive year that Cedar Fair has
paid a distribution, and as we have previously stated, your Board is strongly committed to
steadily increasing the distribution in coming years.
A 15.4% unit price increase to $15.00 on December 3, 2010, from $13.00 on July 14, 2010, the
day we announced the completion of our debt refinancing.
Proposal No. 1 Would Handcuff Your Board in Its Succession Planning Process
The first proposal submitted by Q Investments would require the Chairman of the Board to be an
independent director who has not previously served as an officer of the General Partner or its
affiliates, and is someone other than the CEO. Implementation of this restriction would
unnecessarily handcuff your Board at a pivotal time in its ongoing succession planning process.
Your Board believes it is in the best interests of unitholders that it should have flexibility as it proceeds
with its succession planning process to ensure that the Company’s management team consists of the
most experienced and capable leaders available to help the Company achieve further growth and
success. On an ongoing basis, your Board determines who is best suited to fill the roles of Chairman,
CEO and other senior management positions. While the Board is considering separating the roles of
Chairman and CEO following the expiration of Mr. Kinzel’s employment contract in early 2012,
adopting such a requirement as an amendment to the Partnership Agreement is unnecessarily restrictive.
If approved, the proposal would require that the Company take action to remove Mr. Kinzel as the
Chairman of the Board which would be in conflict with the Company’s contract with Mr. Kinzel.
Further, it would prevent the Company from even considering an executive who had previously served
as an officer of the General Partner or its affiliates as a candidate for Chairman of the Board, even if
such an executive would be the best person for the position. As such, the adoption of the proposal
would be counterproductive to the Board’s efforts to ensure that the most qualified individuals fill the
roles of Chairman, CEO and other senior management positions.
Cedar Fair’s leadership has always – and will always – take its fiduciary duties seriously, which includes
employing sound corporate governance practices such as naming a Lead Independent Director and
ensuring that your Board and committee composition remain independent. Currently, seven of your
Board’s nine directors meet the New York Stock Exchange’s standards for determining director
independence, and all members of the Audit, Governance and Compensation committees are
independent.
Furthermore, your Board’s Lead Independent Director, Michael Kwiatkowski, regularly communicates
with the other independent directors to review critical corporate matters, including leadership succession
Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233
Cedar Fair Board of Directors Urges Unitholders
to Vote Against Proposals at Special Meeting
December 13, 2010
Page 4
planning. The independent directors include Eric Affeldt (member of the Audit and Compensation
committees) and John Scott (member of the Audit Committee), who were previously designated by Q
Investments, and have been actively involved, along with our other independent directors, in overseeing
the Company’s financial and long-term value-creation strategies, management compensation, succession
planning, and corporate governance policies and structures.
The second proposal submitted by Q Investments would make the dividend distribution a higher
priority than debt repayment and would set a policy that favors short-term over long-term returns.
Careful examination and allocation of a company’s available cash balance is a fundamental core element
of successful business planning and strategic execution. To restrict Cedar Fair’s ability to invest its
capital to grow the business is counter to smart business practices.
Through the strategic allocation of cash, the Company, in the first half of 2010, was able to significantly
strengthen its balance sheet and create the financial flexibility needed to grow the business and deliver
sustainable unitholder value, in pursuit of the Company’s previously identified targets:
Your Board is and always has been deeply committed to the payment of a distribution to our
unitholders. Prior to 2009, Cedar Fair had increased its distribution to unitholders in 22 of 23
consecutive years. The reinstitution of the distribution to unitholders in 2010, marking the 24th
consecutive year of paying a distribution, would not have been possible had your Board not wisely
restructured its debt earlier in the year.
Your Board strongly believes that adopting restrictions to mandate the use of cash, as proposed by Q
Investments, is simply not the right way to grow a business and is in conflict with the fiduciary
responsibilities of your Board that require consideration of the long-term interests of all unitholders.
Such decisions should be based on a combination of relevant factors including, among other things, the
Company’s liquidity, its ability to generate future earnings and cash flow, the business climate, the
Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233
Cedar Fair Board of Directors Urges Unitholders
to Vote Against Proposals at Special Meeting
December 13, 2010
Page 5
current state of the financial markets, and the desires of our unitholders. Therefore, your Board believes
it is not prudent to limit its flexibility with a set policy that favors short-term return of capital above all
other value-creating options.
We regularly seek input from all unitholders, including Q Investments. We are deeply saddened and
disappointed that they have chosen this less-than-constructive route to voice their perspective rather than
utilize the open line of communications we maintain with our unitholders.
Please Support Your Board – Vote the WHITE Proxy Now Against Q Investments’ Proposals
We are proud of the numerous financial and operational successes the Company has achieved over the
years and particularly during the past 12 months, and we are equally excited about the growth potential
that the Company can achieve over the long term. We firmly believe that we have the strategy and
leadership necessary to deliver the value creation that all of our unitholders seek.
We respectfully ask for your continued support and look forward to reporting our progress to you.
Richard L. Kinzel
Chairman, President and Chief Executive Officer
Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233
Cedar Fair Board of Directors Urges Unitholders
to Vote Against Proposals at Special Meeting
December 13, 2010
Page 6
IMPORTANT!
Regardless of how many shares you own, your vote is very important. Please sign, date and mail the
enclosed WHITE proxy card.
Please vote each WHITE proxy card you receive since each account must be voted separately. Only your
latest dated proxy counts. We urge you NOT to sign any Green proxy card sent to you by Q Investments.
Even if you have sent a Green proxy card to Q Investments, you have every right to change your vote.
You may revoke that proxy, and vote as recommended by your Board by signing, dating and mailing the
enclosed WHITE proxy card in the enclosed envelope.
If your shares are registered in your own name, please sign, date and mail the enclosed WHITE proxy card in
the postage-paid envelope provided today.
If your shares are held in the name of a brokerage firm or bank nominee , please sign, date and mail the
enclosed WHITE proxy card in the postage paid envelope to give your broker or bank specific instructions on
how to vote your shares. Depending upon your broker or custodian, you may be able to vote either by toll-free
telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote
electronically. You may also vote by signing, dating and returning the enclosed voting form.
If you have any questions on how to vote your shares, please call our proxy solicitor:
MORROW & CO., LLC AT (800) 206-5879
Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233
Cedar Fair Board of Directors Urges Unitholders
to Vote Against Proposals at Special Meeting
December 13, 2010
Page 7
The Company and its directors and executive officers and certain other members of its management and
employees may be deemed to participate in the solicitation of proxies in respect of the Special Meeting
of Unitholders. Additional information regarding the interests of such potential participants is included
in the definitive proxy statement.
Cedar Fair Entertainment Company – One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233